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(Corrects paragraph 8 to read Osram's trade union)
VIENNA, Oct 22 (Reuters) - Austrian sensor maker AMS
, still has its sights on German lighting firm Osram
but is aiming to seal a cooperation agreement before
remounting its bid for an all-out takeover, CEO Alexander Everke
said on Tuesday.
"We expect to have a (cooperation) agreement in place before
the offer launches," Everke told reporters on an investors call,
describing ongoing discussions with Osram management as
"constructive."
His bid to create a global leader in sensors and lights with
Osram stumbled earlier this month, as AMS fell short of the
62.5% shareholder backing required.
AMS now aims to launch a new bid at the same price of 41
euros a share, valuing Osram at 4.6 billion euros ($5.1
billion), but with a lower acceptance rate of 55%.
The offer period is expected to begin by end-October subject
to approval from German financial watchdog Bafin, AMS said.
Osram management and labour representatives initially
opposed AMS's plan. CEO Olaf Berlien would have preferred to be
taken over by private equity groups as they had planned to keep
Osram as a standalone company.
Investors, who did not tender their shares to AMS, had hoped
private equity firms Bain Capital and Advent would trump AMS'
offer. But those firms informed Osram on Friday that they would
refrain from an offer for the time being.
Osram's trade union still rejects its plans, fearing a
breakup of the company.
AMS's offer is backed by a 4.4 billion euro bridge loan from
HSBC, UBS and Bank of America Merrill Lynch,
and a 1.6 billion euro rights issue which has been underwritten
by HSBC and UBS.
AMS plans to hold an extraordinary shareholders meeting in
the fourth quarter to get the necessary approval.
Asked about the timing for the capital increase, AMS finance
chief Michael Wachsler-Markowitsch said it was too early to say.
"Obviously... we want to do this process as fast as possible
to concentrate on our business," he said.
Osram would also have to hold an extraordinary shareholders
meeting.
To secure control of Osram's cash flows, which Everke needs
to pay back the debt, AMS needs the support of 75% of the
shareholders present at Osram's EGM to trigger a so-called
domination agreement.
"Based on the voting results of Osram general meetings in
the past six years, the shareholder turnout range was between
approximately 47% and 61% of the capital and therefore a 55%
threshold would be more than enough to get a 'super majority',"
Vontobel analysts said in a note.
($1 = 0.8976 euros)
(Reporting by Kirsti Knolle; editing by Riham Alkousaa and
Jason Neely)
